Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 28, 2011

 

 

PILGRIM’S PRIDE CORPORATION

(Exact Name of registrant as specified in its charter)

 

 

 

Delaware   1-9273   75-1285071

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1770 Promontory Circle

Greeley, CO

  80634-9038
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (970) 506-8000

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01 Regulation FD Disclosure

Attached hereto as Exhibit 99.1 is an overview of Pilgrim’s Pride Corporation to be referenced in the conference call of October 28, 2011.

 

Exhibit
Number

  

Description

99.1    Overview of Pilgrim’s Pride Corporation to be referenced in the conference call of October 28, 2011.

 

2


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PILGRIM’S PRIDE CORPORATION

Date: October 28, 2011

 

By:  

/s/ Fabio Sandri

  Fabio Sandri
  Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Overview of Pilgrim’s Pride Corporation to be referenced in the conference call of October 28, 2011.
Overview of Pilgrim's Pride Corporation Conference Call
Pilgrim’s Pride Corporation
Financial Results for
Third Fiscal Quarter Ended
September 25, 2011
1
Exhibit 99.1


Cautionary Notes and  Forward-Looking Statements
2
Statements contained in this presentation that share our intentions, beliefs, expectations or predictions for the future, denoted by the words “anticipate,”
“believe,” “estimate,” “should,” “expect,” “project,” “plan,” “imply,” “intend,”  “foresee” and similar expressions, are forward-looking statements that reflect our
current views about future events and are subject to risks, uncertainties and assumptions. Such risks, uncertainties and assumptions include the following matters
affecting the chicken industry generally, including fluctuations in the commodity prices of feed ingredients and chicken; actions and decisions of our creditors;
while JBS USA Holdings, Inc. (“JBS USA”) has significant acquisition experience and historically has been able to realize substantial benefits through synergies, JBS
USA may not be able to fully achieve all of the anticipated synergistic from the sale of 67% of the company’s common stock to JBS USA within the time frames
expected; our ability to obtain and maintain commercially reasonable terms with vendors and service providers; our ability to maintain contracts that are critical to
our operations; our ability to retain management and other key individuals; certain of our reorganization and exit or disposal activities, including selling assets,
idling facilities, reducing production and reducing workforce, resulted in reduced capacities and sales volumes and may have a disproportionate impact on our
income relative to the cost savings; risk that the amounts of cash from operations together with amounts available under our exit credit facility will not be
sufficient to fund our operations; management of our cash resources, particularly in light of our substantial leverage; restrictions imposed by, and as a result of, our
substantial leverage; additional outbreaks of avian influenza or other diseases, either in our own flocks or elsewhere, affecting our ability to conduct our operations
and/or demand for our poultry products; contamination of our products, which has previously and can in the future lead to product liability claims and product
recalls; exposure to risks related to product liability, product recalls, property damage and injuries to persons, for which insurance coverage is expensive, limited
and potentially inadequate; changes in laws or regulations affecting our operations or the application thereof; new immigration legislation or increased
enforcement efforts in connection with existing immigration legislation that cause our costs of business to increase, cause us to change the way in which we do
business or otherwise disrupt our operations; competitive factors and pricing pressures or the loss of one or more of our largest customers; currency exchange rate
fluctuations, trade barriers, exchange controls, expropriation and other risks associated with foreign operations; disruptions in international markets and
distribution channels, including exports to Russia, the anti-dumping proceeding in Ukraine and the anti-dumping and countervailing duty proceeding in China; and
the impact of uncertainties of litigation as well as other risks described herein and under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the “SEC”).
Actual results could differ materially from those projected in these forward-looking statements as a result of these factors, among others, many of which are
beyond our control. In making these statements, we are not undertaking, and specifically decline to undertake, any obligation to address or update each or any
factor in future filings or communications regarding our business or results, and we are not undertaking to address how any of these factors may have caused
changes to information contained in previous filings or communications. Although we have attempted to list comprehensively these important cautionary risk
factors, we must caution investors and others that other factors may in the future prove to be important and affecting our business or results of operations. 
We have included certain information regarding our results of operations and components thereof that have been adjusted  to exclude charges associated with the
company’s restructuring under Chapter 11 Bankruptcy protection and other additional reorganization items. We have included this information as we believe that
investors may be interested in our results excluding these items as this is a way our management analyzes our results from continuing operations.
“EBITDA” is defined as net income (loss) from continuing operations plus interest, income taxes, depreciation and amortization. “Adjusted EBITDA” is defined  as
the sum of EBITDA plus restructuring charges, reorganization items and loss on early extinguishment of debt less net income attributable to noncontrolling
interests. Our method of computation may or may not be comparable to other similarly titled measures used in filings with the SEC by other companies.  See the
consolidated statements of income and consolidated statements of cash flows included in our financial statements.  EBITDA is presented because we believe it
provides meaningful additional information concerning a company’s operating results and its ability to service long-term debt and to fund its growth, and we
believe it is frequently used by securities analysts, investors and other interested parties, in addition to and not in lieu of results under U.S. Generally Accepted
Accounting Principles (GAAP), to compare the performance of companies. We believe investors would be interested in our Adjusted EBITDA because this is how
our management analyzes EBITDA from continuing operations. The Company also believes that Adjusted EBITDA, in combination with the Company's financial
results calculated in accordance with GAAP, provides investors with additional perspective regarding the impact of certain significant items on EBITDA and
facilitates a more direct comparison of its performance with its competitors. EBITDA and Adjusted EBITDA are not measurements of financial performance under
GAAP and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators
of our operating performance or any other measures of performance derived in accordance with GAAP.


Third Quarter 2011 Financial Review
Net loss of $162.5 million, or $0.76 per share, vs. net profit of $57.9 million, or $0.27 per
share for the comparable quarter a year earlier 
Even with the non-recurring events, Pilgrim’s generated a positive operating cash flow
of $10.7 million
Total net sales increased 10.0%, or $171.4 million
Quarter with strategic decisions that must be made to generate positive impact on future
quarters and with external non-recurring events that impacted our result:
Total impact of non-recurring events reached US$52.7 million
Recurring EBITDA (excluding non-recurring events) was a loss of $31.4 million vs. a positive
$170 million for the same period a year ago
Overall this
year
we
have
sold
approximately
5
billion
pounds
at
an
average
of
3.8
cents
less
than in the prior year.  This equates to almost $200 million less in revenue year over year. 
We’ve also incurred grain costs year to date that are $545 million higher than 2010
3


Results Highlights
4
* Adjusted for $52.7 million in non-recurring events in COGS and SG&A
Main Indicators ($MM)
3Q10
3Q11
Net Revenue
1,719.8
1,891.2
Gross (Loss) Profit
159.8
(62.4)
Net Income
57.9
(162.5)
EBITDA
170.0
(84.1)
Recurring EBITDA*
170.0
(31.4)


Sales Breakdown
Domestic Sales ($MM)
+3.8%
Exports ($MM)
Mexico Sales ($MM)
Domestic: higher volume on lower average price
Exports: higher volume and higher price
Mexico: higher volume on lower average price
+65.6%
+24.8%
5


Market Prices
Bird MW WOG (Without Giblets)
MW Breast Tender Out
MW Wings
MW Leg Quarters
6


Operating Costs
COGS ($MM)
+23.5%
SG&A ($MM)
7
Non recurring Events:
$11.5 MM in Egg/ pullets destruction
$6 MM LOCOM
$7.9 MM inventory recall costs
Uninsured
Losses
in
Marshville:
$1.9MM
Non recurring Events:
$8.8 MM in HFS Assets
$2.6 MM in Dallas shut-down costs
Other Impacts (below the line) : US$14 MM FX loss on Mexico
+13.5%


Feed Costs
Corn ($ per Bushel)
Soymeal ($per ton)
8
65.3%
15.4%
7.65
6.17
382
326
Feed ingredients purchased were approximately $102 million higher during the quarter than
the year-ago period
For the year, feed ingredients purchased were $545 higher than 2010
4.21
Q3 2010
Q3 2011
305
352
Q3 2010
Q3 2011
6.96


Results of Operations
9
Main Indicators ($MM)
3Q10
3Q11
Change
Net Income
57.9
(162.5)
(220.4)
Net Income per Share
Basic
0.27
(0.76)
(1.03)
Diluted
0.27
(0.76)
(1.03)
Recurring Net Income*
57.9
(109.8)
(170.2)
Recurring
Net
Income
per
Share
Basic
0.27
(0.52)
(0.79)
Diluted
0.27
(0.52)
(0.79)
* Adjusted for $11.5MM in Egg/Hen disposal, $7.9MM in expenses related to a product  recall, $6MM in LOCOM, $1.9MM in Marshville
uninsured costs.  Also includes adjustments for $8.8MM in assets that were sold during the period , $2.6MM of Dallas shut-down costs
and $14MM in FX loss in Mexico due to impacts of devaluation of Peso on Mexico Balance Sheet


Operating Cash Flow and CAPEX
Operating Cash Flow ($MM)
10
Capex ($ MM)
Tight reign on capital spending
Capex for the year to be around $130
million
Positive Operating Cash Flow in the Quarter
Reduction of A/R
Optimizing Inventory
Non-cash, non-recurring impacts
10.7
179.3
64.0
39.2
18.7
121.9
2010 Total
Q1
Q2
Q3
2011 YTD


Total Debt and Availability
11
Sources of Liquidity
Amount Available
Q1
Q2
Q3
Cash and cash equivalents
63
34.6
46.9
Short-term investments in available-for-
sale securities
1.4
0.8
0.1
Borrowing arrangements:
Exit Credit Facility
334.7
279.8
243.9
ING Credit Facility
46.5
46.8
22.2*
JBS Subordinated Loan Agreement
-
50
50
* The total credit line is $46.8MM, with $22.2 currently committed
Total debt: US$1.5 billion
Net Interest: $27.9 MM
Liquidity of $362.8MM


Highlights and Strategy Going Forward
Quarter with difficult decisions that must be made to generate positive impact on future
quarters
Grain volatility is here to stay
Chicken Industry is adjusting its offer to meet demand and cold inventories are already below
2010 levels
We remain committed to Become the best managed and most respected company in our
industry:
Relentless pursuit of operational excellence by achieving T25 performance and meeting 400 mm annualized cost
improvement.
Become irreplaceable valued partner to key customers.
Create an ownership culture of accountability and improvement.
Add value to exports
Risk Management
12


IR Contact
Investor Relations:
Rosemary Geelan
E-mail:
rosemary.geelan@pilgrims.com
Phone:
+1 (970) 506-8192
Address:
1770 Promontory Circle
Greeley, CO  80634  USA
Website:
www.pilgrims.com
13